SecProbe.io

CORRESP
 1
 filename1.htm

 May 12, 2025

 Via
EDGAR

 Securities
and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

 Re: Southland
 Holdings, Inc.
 Registration Statement on Form S-3
 File No. 333-285578

 Ladies
and Gentlemen,

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement
be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on May 14, 2025, or as soon thereafter as is practicable.

 Please contact William R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration
Statement is declared effective.

 SOUTHLAND HOLDINGS, INC.

 By:
 /s/
 Keith Bassano

 Keith
 Bassano

 Chief
 Financial Officer and Treasurer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Frank S. Renda
President and Chief Executive Officer
Southland Holdings, Inc.
1100 Kubota Drive
Grapevine, TX 76051

 Re: Southland Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 5, 2025
 File No. 333-285578
Dear Frank S. Renda:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: William R. Rohrlich, II,
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

April
5, 2024

Via
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Southland
                                            Holdings, Inc.

                                            Registration Statement on Form S-3

                                            File No. 333-278008

Ladies
and Gentlemen,

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:00 a.m. Eastern Time on April
8, 2024, or as soon thereafter as is practicable.

Please
contact William R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    SOUTHLAND HOLDINGS, INC.

    By:
    /s/
    Cody Gallarda

    Cody
    Gallarda

    Chief
    Financial Officer, Executive Vice President and

Treasurer

CORRESP
1
filename1.htm

April
5, 2024

Via
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Southland
                                            Holdings, Inc.

                                            Post-Effective Amendment No. 2 to Form S-1 on Form S-3

                                            File No. 333-271057

Ladies
and Gentlemen,

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:00 a.m. Eastern Time on April
8, 2024, or as soon thereafter as is practicable.

Please
contact William R. Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    SOUTHLAND HOLDINGS, INC.

    By:
    /s/
    Cody Gallarda

    Cody
    Gallarda

    Chief
    Financial Officer, Executive Vice President and

Treasurer

CORRESP
1
filename1.htm

    Austin  |  Charlotte  |  Dallas  |  Fort Worth  |  Houston  |  New York  |  San Antonio  |  The Woodlands

March 29, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Southland Holdings, Inc.

Post-Effective Amendment No. 1

to Registration Statement on Form S-1 on Form S-3

Filed March 15, 2024

File No. 333-271057

Ladies and Gentlemen:

On behalf of Southland Holdings, Inc. (the “Company”),
we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated March 22, 2024, relating to the above-referenced
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 (the “Post-Effective Amendment No. 1”).
Concurrently with its submission of this letter to the Staff, the Company has filed a Post-Effective Amendment No. 2 to the Registration
Statement (the “Post-Effective Amendment No. 2”) with the Commission. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Post-Effective Amendment No. 2. For the Staff’s convenience, we have recited the
comments in the Staff’s letter below in italics, and set forth the Company’s response in regular font immediately thereafter.

Form POS AM filed March 15, 2024

General

 1. Please provide your analysis as to how you determined
you are eligible to conduct your offering of the common stock to be issued upon exercise of the warrants on Form S-3. To the extent you
are relying on General Instruction I.B.4 to use Form S-3, please tell us how you have met the informational requirements to warrant holders
required by General Instruction I.B.4(b) and (c).

Response: The Company is eligible
to conduct the offering of the Common Stock to be issued upon exercise of the Warrants on a registration statement on Form S-3 because
it meets the requirements of General Instruction I.A and, as discussed in more detail below, has complied with General Instruction I.B.4
of Form S-3.

General Instruction I.B.4 permits registrants
meeting the registrant requirements specified in General Instruction I.A to register on Form S-3 securities to be offered upon the exercise
of outstanding warrants issued by the issuer of the securities to be offered, provided that (i) the issuer has sent, within the twelve calendar
months immediately before the registration statement is filed, material containing the information required by Rule 14a-3(b) (the “Rule
14a-3(b) Information”) under the Securities Exchange Act of 1934, as amended, to all record holders of the warrants, and (ii) the
issuer has provided, within the twelve calendar months immediately before the Form S-3 registration statement is filed, the applicable
information required by Items 401, 402, 403 and 407(c)(3), (d)(4), (d)(5) and (e)(4) of Regulation S-K (collectively, the “Regulation
S-K Information”) to all holders of the warrants.

March 29, 2024

Page 2

The Company confirms that in March 2024
and prior to the filing of the Post-Effective Amendment No. 1, it distributed to all record holders and holders of the outstanding warrants
a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”)
via e-mails sent directly by the Company and by engaging Broadridge Financial Solutions to conduct a mailing of hard copies. The Form
10-K contained all of the Rule 14a-3(b) Information and the Regulation S-K Information that is required of the Company under General Instruction
I.B.4 of Form S-3.

Based upon the foregoing, we respectfully
submit that the Company is eligible to conduct this offering on a Form S-3 registration statement.

 2. We note that this post-effective amendment appears to
be adding to the registration statement 138,544 shares of Common Stock that may be resold by the Chief Financial Officer. To the extent
this increase in the number of shares represents the registration of transactions in shares not covered by the registration statement
when it was initially declared effective, explain why you believe you can include additional shares by means of a post-effective amendment.
Refer to Securities Act Rule 413. For additional guidance, see Question 210.01 of Securities Act Rules Compliance and Disclosure Interpretations,
available on our public website.

Response: The Company respectfully
advises the Staff that it has filed the Post-Effective Amendment No. 2 on March 29, 2024 to remove the registration of the 138,544 shares
of Common Stock that may be resold by the Company’s Chief Financial Officer.

March 29, 2024

Page 3

If you have any additional questions regarding
the above, please contact me by phone at (281) 681-5912 or e-mail at wrohrlich@winstead.com.

    Sincerely,

    /s/ William R. Rohrlich, II

    William R. Rohrlich, II

 Cc: Frank S. Renda (Chief Executive Officer, Southland Holdings,
Inc.)

Cody Gallarda (Chief Financial Officer,
Southland Holdings, Inc.)

United States securities and exchange commission logo
March 22, 2024
Frank S. Renda
Chief Executive Officer
Southland Holdings, Inc.
1100 Kubota Drive
Grapevine, TX 76051
Re:Southland Holdings, Inc.
Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 on Form S-3
Filed March 15, 2024
File No. 333-271057
Dear Frank S. Renda:
            We have reviewed your post-effective amendment and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form POS AM filed March 15, 2024
General
1.Please provide your analysis as to how you determined you are eligible to conduct your
offering of the common stock to be issued upon exercise of the warrants on Form S-3. To
the extent you are relying on General Instruction I.B.4 to use Form S-3, please tell us how
you have met the informational requirements to warrant holders required by General
Instruction I.B.4(b) and (c).
2.We note that this post-effective amendment appears to be adding to the registration
statement 138,544 shares of Common Stock that may be resold by the Chief Financial
Officer. To the extent this increase in the number of shares represents the registration of
transactions in shares not covered by the registration statement when it was initially
declared effective, explain why you believe you can include additional shares by means of
a post-effective amendment. Refer to Securities Act Rule 413. For additional guidance,

 FirstName LastNameFrank S.  Renda
 Comapany NameSouthland Holdings, Inc.
 March 22, 2024 Page 2
 FirstName LastName
Frank S.  Renda
Southland Holdings, Inc.
March 22, 2024
Page 2
see Question 210.01 of Securities Act Rules Compliance and Disclosure Interpretations,
available on our public website.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       William R. Rohrlich, II

United States securities and exchange commission logo
March 21, 2024
Frank S. Renda
Chief Executive Officer
Southland Holdings, Inc.
1100 Kubota Drive
Grapevine, TX 76051
Re:Southland Holdings, Inc.
Registration Statement on Form S-3
Filed March 15, 2024
File No. 333-278008
Dear Frank S. Renda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Pearlyne Paulemon at 202-551-8714 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       William R. Rohrlich, II

CORRESP
1
filename1.htm

May 15, 2023

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Southland Holdings, Inc.

Registration Statement on Form S-1

File No. 333-271057

Ladies and Gentlemen,

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration
Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on May 15, 2023, or as soon thereafter as is
practicable.

Please contact William R.
Rohrlich, II with Winstead PC at (281) 681-5912 once the Registration Statement is declared effective.

    SOUTHLAND HOLDINGS, INC.

    By:
    /s/ Cody Gallarda

    Cody Gallarda

    Chief Financial Officer, Executive Vice President

 and Treasurer

CORRESP
1
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May 1, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Southland Holdings, Inc.

Registration Statement on Form S-1

Filed March 31, 2023

File No. 333-271057

Ladies and Gentlemen:

On behalf of Southland Holdings, Inc. (the “Company”),
we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated April 13, 2023, relating to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”). Concurrently with its submission of this letter
to the Staff, the Company has filed an amendment to the Registration Statement (the “Amended S-1”) with the Commission.
Captions and page references in the Company’s responses correspond to those set forth in the Amended S-1. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Amended S-1. For the Staff’s convenience, we have recited the comments
in the Staff’s letter below in italics, and set forth the Company’s response in regular font immediately thereafter.

Registration Statement on Form S-1 filed March 31, 2023

Cover Page

 1. For each of the shares and warrants being registered for resale, please disclose the price that the
selling securityholders paid for the shares and warrants.

Response: As requested, the Company has revised
the disclosure on the cover page of the prospectus.

 2. We note that the exercise price of the warrants is $11.50 compared to the closing price of the common
stock on March 30, 2023, which was $8.51. As the warrants are out the money, please disclose that it is likely that warrant holders will
not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section
and disclose that cash proceeds associated with the exercise of the warrants are dependent on the stock price. As applicable, describe
the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with
your current cash on hand.

Response: As requested,
the Company has revised the disclosure on the cover page of the prospectus and pages 1, 22, 24, 47 and 79 of the Amended S-1.

 3. We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note
that most of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current
market price of the common stock. Please highlight the significant negative impact sales of shares on this registration statement could
have on the public trading price of the common stock.

Response: As requested,
the Company has revised the disclosure on the cover page of the prospectus and pages 21 and 47 of the Amended S-1.

May 1, 2023

Page 2

Risk Factors, page 6

 4. We note the risk factor on page 21 highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase
price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares
outstanding. Also disclose that even though the current trading price is below the SPAC IPO price, the private investors have an incentive
to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: As requested,
the Company has revised the disclosure on page 21 of the Amended S-1.

Management's Discussion and Analysis of Financial Condition
and Results of Operations, page 37

 5. We note that the projected revenues for 2022 were $1.520 billion and projected EBITDA was $135 million,
as set forth in the forecasted financial information management prepared and provided to the Board, the company’s financial advisors
and Legato II in connection with the evaluation of the Business Combination. We also note that your actual revenues for 2022 were approximately
$1.161 billion and actual EBITDA was $128.3 million. It appears that you missed your 2022 revenue and EBITDA projections. Please update
your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these circumstances.

Response: As requested, the Company has revised
the disclosure on page 47 of the Amended S-1.

Overview, page 37

 6. In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current
trading price of the common stock, please expand your discussion of capital resources to address any changes in the company’s liquidity
position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering
on the company’s ability to raise additional capital.

Response: As requested,
the Company has revised the disclosure on pages 46-47 of the Amended S-1.

 7. Please expand your discussion here to reflect the fact that this offering involves the potential sale
of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.
Your discussion should highlight the fact that certain Directors and Executive Officers of the Company, beneficial owners of over 80%
of your outstanding shares, will be able to sell all of their shares for so long as the registration statement of which this prospectus
forms a part is available for use.

Response: As requested,
the Company has revised the disclosure on page 47 of the Amended S-1.

General

 8. Please revise your prospectus to disclose the price that each selling securityholder paid for the shares and warrants being registered
for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares
and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the selling securityholders
may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose
the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk
factor disclosure.

Response: As requested, the Company has revised
the disclosure on the cover page of the prospectus and page 21 of the Amended S-1.

May 1, 2023

Page 3

If you have any additional questions regarding
the above, please contact me by phone at (281) 681-5912 or e-mail at wrohrlich@winstead.com.

    Sincerely,

    /s/ William R. Rohrlich, II

    William R. Rohrlich, II

 Cc: Frank S. Renda (Chief Executive Officer, Southland Holdings,
Inc.)

Cody Gallarda (Chief Financial Officer,
Southland Holdings, Inc.)

United States securities and exchange commission logo
April 13, 2023
Frank S. Renda
President and Chief Executive Officer
Southland Holdings, Inc.
1100 Kubota Drive
Grapevine, TX 76051
Re:Southland Holdings, Inc.
Registration Statement on Form S-1
Filed March 31, 2023
File No. 333-271057
Dear Frank S. Renda:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 31, 2023
Cover Page
1.For each of the shares and warrants being registered for resale, please disclose the price
that the selling securityholders paid for the shares and warrants.
2.We note that the exercise price of the warrants is $11.50 compared to the closing price of
the common stock on March 30, 2023, which was $8.51.  As the warrants are out the
money, please disclose that it is likely that warrant holders will not exercise their
warrants.  Provide similar disclosure in the prospectus summary, risk factors, MD&A and
use of proceeds section and disclose that cash proceeds associated with the exercise of the
warrants are dependent on the stock price.  As applicable, describe the impact on your
liquidity and update the discussion on the ability of your company to fund your operations
on a prospective basis with your current cash on hand.

 FirstName LastNameFrank S. Renda
 Comapany NameSouthland Holdings, Inc.
 April 13, 2023 Page 2
 FirstName LastNameFrank S. Renda
Southland Holdings, Inc.
April 13, 2023
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock.  Please highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of the common stock.
Risk Factors, page 6
4.We note the risk factor on page 21 highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding.  Also disclose that even though the current trading price is
below the SPAC IPO price, the private investors have an incentive to sell because they
will still profit on sales because of the lower price that they purchased their shares than the
public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
37
5.We note that the projected revenues for 2022 were $1.520 billion and projected EBITDA
was $135 million, as set forth in the forecasted financial information management
prepared and provided to the Board, the company’s financial advisors and Legato II in
connection with the evaluation of the Business Combination.  We also note that your
actual revenues for 2022 were approximately $1.161 billion and actual EBITDA was
$128.3 million.  It appears that you missed your 2022 revenue and EBITDA projections.
Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to
provide updated information about the company’s financial position and further risks to
the business operations and liquidity in light of these circumstances.
Overview, page 37
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, please expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.  Your discussion should

 FirstName LastNameFrank S. Renda
 Comapany NameSouthland Holdings, Inc.
 April 13, 2023 Page 3
 FirstName LastName
Frank S. Renda
Southland Holdings, Inc.
April 13, 2023
Page 3
highlight the fact that certain Directors and Executive Officers of the Company, beneficial
owners of over 80% of your outstanding shares, will be able to sell all of their shares for
so long as the registration statement of which this prospectus forms a part is available for
use.
General
8.Please revise your prospectus to disclose the price that each selling securityholder paid for
the shares and warrants being registered for resale.  Highlight any differences in the
current trading price, the prices that the selling securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose that while the selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price.  Please also disclose the potential profit the selling
securityholders will earn based on the current trading price.  Lastly, please include
appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       William Rohrlich

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Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, NY 10017

January
30, 2023

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Legato Merger Corp. II

    Registration Statement on Form S-4

    File No. 333-267393

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Legato Merger Corp. II hereby requests that the effectiveness of
the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:00 p.m., Eastern
Time, on Wednesday, February 1, 2023, or as soon thereafter as practicable.

    Sincerely,

    /s/ Gregory
    Monahan

    Gregory Monahan, Chief Executive Officer

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Legato Merger Corp. II

777 Third Avenue, 37th Floor

New York, NY 10017

January 27, 2023

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Legato Merger Corp. II

Registration Statement on Form S-4

File No. 333-267393

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Legato Merger Corp. II hereby requests that the effectiveness of the above-referenced Registration Statement
be accelerated so that such Registration Statement will become effective at 9:00 a.m., Eastern Time, on Tuesday, January 31, 2023, or
as soon thereafter as practicable.

    Sincerely,

    /s/ Gregory Monahan

    Gregory Monahan, Chief Executive Officer

CORRESP
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Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, NY 10017

January
27, 2023

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Legato Merger Corp. II

    Registration Statement on Form S-4

    File No. 333-267393

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on January 27, 2023, in which we requested the acceleration of the effectiveness
of the above-referenced Registration Statement for 9:00 a.m., Eastern Time, on Tuesday, January 31, 2023 in accordance with Rule 461
of the Securities Act of 1933, as amended. Such correspondence was filed in error by the Company’s filing agent. Accordingly, we
hereby formally withdraw our request for acceleration of the effective date. We will advise you as soon as possible once we are ready
to again request effectiveness of the Registration Statement.

    Sincerely,

    /s/ Gregory
    Monahan

    Gregory Monahan, Chief Executive Officer

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    Graubard
                                            Miller

    The
Chrysler Building

    405
Lexington Avenue

    New
York, N.Y. 10174-1101

    (212)
818-8800

    Facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email
    address

    jgallant@graubard.com

January
19, 2023

FOIA
CONFIDENTIAL TREATMENT REQUEST

Confidential
Treatment Requested by

Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, New York 10017

CERTAIN
PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED
VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED AND HIGHLIGHTED IN THE UNREDACTED
SUBMISSION FOR EASE OF IDENTIFICATION.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Legato Merger
    Corp. II

    Amendment No. 4 to Registration
    Statement on Form S-4/A

    Filed January 5, 2023

    File No. 333-267393

Ladies
and Gentlemen:

On
behalf of Legato Merger Corp. II (the “Company”), we hereby respond as follows to the Staff’s comment letter, dated
January 18, 2023, relating to the above-referenced Registration Statement on Form S-4/A (“Registration Statement”). Captions
and page references herein correspond to those set forth in Amendment No. 5 to the Registration Statement, a copy of which has been marked
with the changes from Amendment No. 4 to the Registration Statement. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Registration Statement.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

Securities
and Exchange Commission

January
19, 2023

Page
2

We
are respectfully requesting continued confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated by the
Commission, 17 C.F.R. § 200.83. Such request for confidential treatment has been made because of the commercially sensitive nature
of certain of the information discussed in this letter. A redacted letter will be filed on EDGAR, omitting the confidential information
contained in this letter. The Company respectfully requests that the Commission provide timely notice to the undersigned before it permits
any disclosure of the bracketed and highlighted information contained in this letter.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response
to each comment immediately thereafter.

Amendment
No. 4 to Registration Statement on Form S-4/A filed January 5, 2023

3.
Business Combinations, page 52

    1.
    We note your response
    to our comment number 3 and additional clarification provided in the telephonic conversation with the Staff on January 17, 2023.
    Please confirm that the accretion that results in the subsequent change in the carrying amount of the claim from the present value
    treatment on Day 1 is due to the basis difference that arose as a result of the difference between the fair value of the claim recognized
    and underlying proportional interest in the carrying amount of the claim on American Bridge’s books.

[***]

Legato
II and Southland Executive and Director Compensation….., page 161

    2.
    Please update the
    compensation disclosure to include compensation for fiscal year ended December 31, 2022.

We
have revised the disclosure on pages 161 through 164 of the Registration Statement as requested.

*************

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey
    M. Gallant

    Jeffrey M. Gallant

    cc:
    Gregory Monahan, CEO

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

United States securities and exchange commission logo
January 18, 2023
Gregory Monahan
Chief Executive Officer
LEGATO MERGER CORP. II
777 Third Avenue, 37th Floor
New York, New York 10017
Re:LEGATO MERGER CORP. II
Amendment No. 4 to Registration Statement on Form S-4/A
Filed January 5, 2022
File No. 333-267393
Dear Gregory Monahan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 3, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4/A filed January 5, 2023
3. Business Combinations, page 52
1.We note your response to our comment number 3 and additional clarification provided in
the telephonic conversation with the Staff on January 17, 2023.  Please confirm that the
accretion that results in the subsequent change in the carrying amount of the claim from
the present value treatment on Day 1 is due to the basis difference that arose as a result of
the difference between the fair value of the claim recognized and underlying proportional
interest in the carrying amount of the claim on American Bridge's books.

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 January 18, 2023 Page 2
 FirstName LastName
Gregory Monahan
LEGATO MERGER CORP. II
January 18, 2023
Page 2
Legato II and Southland Executive and Director Compensation ..., page 161
2.Please update the compensation disclosure to include compensation for fiscal year ended
December 31, 2022.

            You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant

CORRESP
1
filename1.htm

    Graubard
                                         Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-1101

    (212)
    818-8800

    Facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

January 4, 2023

FOIA
CONFIDENTIAL TREATMENT REQUEST

Confidential
Treatment Requested by

Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, New York 10017

CERTAIN
PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS
LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED AND
HIGHLIGHTED IN THE UNREDACTED SUBMISSION FOR EASE OF IDENTIFICATION.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Legato
                                         Merger Corp. II

    Amendment No. 3 to Registration Statement on Form S-4/A

Filed December 22, 2022

File No. 333-267393

Ladies
and Gentlemen:

On behalf of Legato Merger
Corp. II (the “Company”), we hereby respond as follows to the Staff’s comment letter, dated January 3, 2023, relating
to the above-referenced Registration Statement on Form S-4/A (“Registration Statement”). Captions and page references herein
correspond to those set forth in Amendment No. 4 to the Registration Statement, a copy of which has been marked with the changes from
Amendment No. 3 to the Registration Statement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed
to them in the Registration Statement.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

January 4, 2023

Page 2

We are respectfully requesting
continued confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §
200.83. Such request for confidential treatment has been made because of the commercially sensitive nature of certain of the information
discussed in this letter. A redacted letter will be filed on EDGAR, omitting the confidential information contained in this letter. The
Company respectfully requests that the Commission provide timely notice to the undersigned before it permits any disclosure of the bracketed
and highlighted information contained in this letter.

Please note that for the Staff’s
convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately
thereafter.

Form S-4/A filed December 22, 2022

Summary of Proxy Statement/Prospectus, page 11

    1.
    We note your disclosure on page 17 that the Book Value per Diluted share under a No Redemption, 50% Redemption and Maximum Redemption Scenarios are $7.71, $7.10 and $6.10, respectively, as of September 30, 2022. Based on the disclosures on pages 24 and 25, it would appear such amounts should be $6.92, $6.11 and $4.77, respectively. Please revise or advise.

We have revised the disclosure
on page 17 of the Registration Statement as requested.

Unaudited Pro Forma Condensed Financial
Statements, page 51

    2.
    We note your response to our comment number 2. Please further expand your disclosures to disclose that the Company expects to account for the contingent consideration under ASC 815-40 with any subsequent changes in fair value impacting earnings.

We have revised the disclosure
on page 59 of the Registration Statement as requested.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

January 4, 2023

Page 3

3. Business Combinations, page F-52

    3.
    We note your response to our comment number 3. It is still not clear the accounting model that the Company is applying in concluding that subsequent changes in fair value related to the TZC claim should be recognized in earnings. In that regard, we note the Company's response that the guidance it is relying on to account for subsequent changes in fair value of American Bridge's portion of the TZC claim is ASC 820-10-35. That guidance only provides a framework for subsequently recognizing fair value measurements, however, and does not provide guidance on whether subsequently recognizing changes related to fair value is required under the applicable accounting model for recognizing the investment in TZC. Furthermore and as previously noted, it appears that the Company is employing the equity method of accounting for its balance sheet reporting and the proportional consolidation method for its statement of operations reporting. As such, it would appear that the Company is subject to the guidance in ASC 323 in applying the equity method of accounting in addition to the guidance in ASC 970- 323-25-12 and ASC 970-810-45-1 for the proportional consolidation method. To the extent the Company is relying on such guidance, it is not clear how the Company determined that the portion related to subsequent changes in fair value of the TZC claim should be recognized after the Company initially recognized the investment at fair value under ASC 805-20-30-1. Please clarify.

  

[***]

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

January 4, 2023

Page 4

*************

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 Sincerely,

  /s/ Jeffrey M. Gallant

  Jeffrey M. Gallant

 cc: Gregory
                                         Monahan, CEO

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

United States securities and exchange commission logo
January 3, 2023
Gregory Monahan
Chief Executive Officer
LEGATO MERGER CORP. II
777 Third Avenue, 37th Floor
New York, New York 10017
Re:LEGATO MERGER CORP. II
Amendment No. 3 to Registration Statement on Form S-4/A
Filed December 22, 2022
File No. 333-267393
Dear Gregory Monahan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 19, 2022 letter.
Form S-4/A filed on December 22, 2022
Summary of Proxy Statement/Prospectus, page 11
1.We note your disclosure on page 17 that the Book Value per Diluted share under a
No Redemption, 50% Redemption and Maximum Redemption Scenarios are $7.71, $7.10
and $6.10, respectively, as of September 30, 2022.  Based on the disclosures on pages 24
and 25, it would appear such amounts should be $6.92, $6.11 and $4.77, respectively.
Please revise or advise.

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 January 3, 2023 Page 2
 FirstName LastName
Gregory Monahan
LEGATO MERGER CORP. II
January 3, 2023
Page 2
Unaudited Pro Forma Condensed Financial Statements, page 51
2.We note your response to our comment number 2.  Please further expand your disclosures
to disclose that the Company expects to account for the contingent consideration under
ASC 815-40 with any subsequent changes in fair value impacting earnings.
3. Business Combinations, page F-52
3.We note your response to our comment number 3.  It is still not clear the accounting
model that the Company is applying in concluding that subsequent changes in fair value
related to the TZC claim should be recognized in earnings.  In that regard, we note the
Company's response that the guidance it is relying on to account for subsequent changes
in fair value of American Bridge's portion of the TZC claim is ASC 820-10-35.  That
guidance only provides a framework for subsequently recognizing fair value
measurements, however, and does not provide guidance on whether subsequently
recognizing changes related to fair value is required under the applicable accounting
model for recognizing the investment in TZC.  Furthermore and as previously noted, it
appears that the Company is employing the equity method of accounting for its balance
sheet reporting and the proportional consolidation method for its statement of operations
reporting.  As such, it would appear that the Company is subject to the guidance in ASC
323 in applying the equity method of accounting in addition to the guidance in ASC 970-
323-25-12 and ASC 970-810-45-1 for the proportional consolidation method.  To the
extent the Company is relying on such guidance, it is not clear how the Company
determined that the portion related to subsequent changes in fair value of the TZC claim
should be recognized after the Company initially recognized the investment at fair value
under ASC 805-20-30-1.  Please clarify.
            You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant

CORRESP
1
filename1.htm

    Graubard
                                         Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-1101

    (212)
    818-8800

    Facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

December
21, 2022

FOIA
CONFIDENTIAL TREATMENT REQUEST

Confidential
Treatment Requested by

Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, New York 10017

CERTAIN
PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS
LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED AND
HIGHLIGHTED IN THE UNREDACTED SUBMISSION FOR EASE OF IDENTIFICATION.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Legato
                                         Merger Corp. II

    Amendment
                                         No. 2 to Registration Statement on Form S-4/A

                                         Filed December 5, 2022

                                         File No. 333-267393

Ladies
and Gentlemen:

On
behalf of Legato Merger Corp. II (the “Company”), we hereby respond as follows to the Staff’s comment letter, dated
December 19, 2022, relating to the above-referenced Registration Statement on Form S-4/A (“Registration Statement”). Captions
and page references herein correspond to those set forth in Amendment No. 3 to the Registration Statement, a copy of which has been marked
with the changes from Amendment No. 2 to the Registration Statement. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Registration Statement.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 21, 2022

Page 2

We
are respectfully requesting continued confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated
by the Commission, 17 C.F.R. § 200.83. Such request for confidential treatment has been made because of the commercially
sensitive nature of certain of the information discussed in this letter. A redacted letter will be filed on EDGAR, omitting the
confidential information contained in this letter. The Company respectfully requests that the Commission provide timely notice
to the undersigned before it permits any disclosure of the bracketed and highlighted information contained in this letter.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s
response to each comment immediately thereafter.

Amendment No. 2 to Registration Statement
on Form S-4/A filed December 5, 2022

Summary of Proxy Statement/Prospectus, page 11

    1.
    We note your disclosure on page 17 that the Legato II Historical Book Value per Diluted share as of September 30, 2022 is $0.24. Based on the disclosures on the Legato Merger Corp II Balance Sheets on page F-19, it would appear that there was ($9,029,417) in stockholder's deficit and a total of 35,911,000 outstanding shares as of September 30, 2022. As such, it would appear that the Legato II historical book value per share as of September 30, 2022 should be ($0.25) per share. Please revise or advise. Please also ensure such amounts are updated in the rest of the filing accordingly. For example it would appear such amounts should also be revised in your Unaudited Historical Comparative and Pro Forma Combined Per Share Information on page 25 of your filing.

We have revised the disclosure
on pages 17 and 25 of the Registration Statement as requested.

Unaudited Pro Forma Condensed Financial
Statements, page 51

    2.
    We note your response to our comment number 4. Please further elaborate how the Company considered the scoping requirements within ASC 718 and how they are applicable to its facts and circumstances. In that regard, please clarify if goods or services are required to be provided and whether the holders must continue to provide service to the combined company after the merger date in order to earn the reward.

After further review of our response
to comment number four in the last comment letter, the Company and Southland determined that accounting for the Earnout Shares does not
fall under the guidance of ASC 718, as previously communicated, as the shares are not compensation, in the form of a share-based payment
transaction, for goods and services provided. No goods or services are being provided to the Company or Southland in exchange for the
Earnout Shares.

The Company and Southland have determined that the Earnout Shares are
in fact subject to accounting under the guidance in ASC 815-40 as they meet all three criteria under the definition of a derivative in
the standard. The Earnout Shares represent contingent consideration paid by the Company to the Southland Members. As described in the
footnote previously added on pages 56 and 57 of the Registration Statement, the Earnout Shares were put in place to accurately reflect
the value of Southland to the Company. If Southland meets one, or both, of the Adjusted EBITDA targets in 2022 and 2023, the Earnout Shares
will be issued as additional consideration based on the increased value of Southland to the Company.

We have updated the pro forma
balance sheet on pages 54 and 55 of the Registration Statement and the corresponding notes and summary tables elsewhere within the Registration
Statement to reflect the liability recognized by New Southland in the amount of $55.7 million. Additionally, we have added a note on page
59 of the Registration Statement summarizing the methodology used to calculate the $55.7 million liability based on probability of reaching
certain specified EBITDA targets and the weighted cost of capital of Southland as of September 30, 2022.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 21, 2022

Page 3

3. Business Combinations, page F-52

    3.
    We note your response to our comment number 11. In order to better understand the accounting model being applied by the Company, please further clarify and cite the applicable accounting guidance that American Bridge and TZC are relying on related to recognizing the subsequent change in fair value from the original amount of claim that was recognized. Please also clarify the corresponding accounting journal entries on TZC's and American Bridge's books and records given your assertion that after assessing the guidance in ASC 606-10-32-14, no events have occurred that would give rise to adjusting the amount of the claim recognized. In providing your response, please also confirm that the change in fair value that is being recognized by American Bridge and as a result Southland is American Bridge's portion of the claim to be received based on its ownership percentage in TZC.

[***]

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 21, 2022

Page 4

*************

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 Sincerely,

  /s/ Jeffrey M. Gallant

  Jeffrey M. Gallant

 cc: Gregory
                                         Monahan, CEO

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

United States securities and exchange commission logo
December 19, 2022
Gregory Monahan
Chief Executive Officer
LEGATO MERGER CORP. II
777 Third Avenue, 37th Floor
New York, New York 10017
Re:LEGATO MERGER CORP. II
Amendment No. 2 to Registration Statement on Form S-4/A
Filed December 5, 2022
File No. 333-267393
Dear Gregory Monahan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 23, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4/A filed December 5, 2022
Summary of Proxy Statement/Prospectus, page 11
1.We note your disclosure on page 17 that the Legato II Historical Book Value per Diluted
share as of September 30, 2022 is $0.24.  Based on the disclosures on the Legato Merger
Corp II Balance Sheets on page F-19, it would appear that there was ($9,029,417) in
stockholder's deficit and a total of 35,911,000 outstanding shares as of September 30,
2022.  As such, it would appear that the Legato II historical book value per share as of
September 30, 2022 should be ($0.25) per share.  Please revise or advise.  Please also
ensure such amounts are updated in the rest of the filing accordingly.  For example it
would appear such amounts should also be revised in your Unaudited Historical
Comparative and Pro Forma Combined Per Share Information on page 25 of your filing.

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 December 19, 2022 Page 2
 FirstName LastName
Gregory Monahan
LEGATO MERGER CORP. II
December 19, 2022
Page 2
Unaudited Pro Forma Condensed Financial Statements, page 51
2.We note your response to our comment number 4.  Please further elaborate how the
Company considered the scoping requirements within ASC 718 and how they are
applicable to its facts and circumstances.  In that regard, please clarify if goods or services
are required to be provided and whether the holders must continue to provide service to
the combined company after the merger date in order to earn the reward.
3. Business Combinations, page F-52
3.We note your response to our comment number 11.  In order to better understand the
accounting model being applied by the Company, please further clarify and cite the
applicable accounting guidance that American Bridge and TZC are relying on related to
recognizing the subsequent change in fair value from the original amount of claim that
was recognized.  Please also clarify the corresponding accounting journal entries on TZC's
and American Bridge's books and records given your assertion that after assessing the
guidance in ASC 606-10-32-14, no events have occurred that would give rise to adjusting
the amount of the claim recognized.  In providing your response, please also confirm that
the change in fair value that is being recognized by American Bridge and as a result
Southland is American Bridge's portion of the claim to be received based on its ownership
percentage in TZC.
            You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant

CORRESP
1
filename1.htm

    Graubard
                                         Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-1101

    (212)
    818-8800

    Facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

December
5, 2022

FOIA
CONFIDENTIAL TREATMENT REQUEST

Confidential
Treatment Requested by

Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, New York 10017

CERTAIN
PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS
LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED AND
HIGHLIGHTED IN THE UNREDACTED SUBMISSION FOR EASE OF IDENTIFICATION.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Legato
                                         Merger Corp. II

    Amendment
                                         No. 1 to Registration Statement on Form S-4/A

                                         Filed October 27, 2022

                                         File No. 333-267393

Ladies
and Gentlemen:

On
behalf of Legato Merger Corp. II (the “Company”), we hereby respond as follows to the Staff’s comment letter,
dated November 23, 2022, relating to the above-referenced Registration Statement on Form S-4/A (“Registration Statement”).
Captions and page references herein correspond to those set forth in Amendment No. 2 to the Registration Statement, a copy of
which has been marked with the changes from Amendment No. 1 to the Registration Statement. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Registration Statement.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 2

We
are respectfully requesting continued confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated
by the Commission, 17 C.F.R. § 200.83. Such request for confidential treatment has been made because of the commercially
sensitive nature of certain of the information discussed in this letter. A redacted letter will be filed on EDGAR, omitting the
confidential information contained in this letter. The Company respectfully requests that the Commission provide timely notice
to the undersigned before it permits any disclosure of the bracketed and highlighted information contained in this letter.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s
response to each comment immediately thereafter.

Amendment
No. 1 to Registration Statement on Form S-4/A filed October 27, 2022

General

 1. With
                                         a view toward disclosure, please tell us whether anyone or any entity associated with
                                         or otherwise involved in the transaction, is, is controlled by, or has substantial ties
                                         with a non-U.S. person. If so, also include risk factor disclosure that addresses how
                                         this fact could impact your ability to complete your initial business combination. For
                                         instance, discuss the risk to investors that you may not be able to complete an initial
                                         business combination with a U.S. target company should the transaction be subject to
                                         review by a U.S. government entity, such as the Committee on Foreign Investment in the
                                         United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary
                                         for government review of the transaction or a decision to prohibit the transaction could
                                         prevent you from completing an initial business combination and require you to liquidate.
                                         Disclose the consequences of liquidation to investors, such as the losses of the investment
                                         opportunity in a target company, any price appreciation in the combined company, and
                                         the warrants, which would expire worthless.

We
have been advised by the Company and Southland that no person or entity that is associated with or otherwise involved in the transaction
is, is controlled by or has substantial ties with a non-U.S. person. Accordingly, we have not revised the disclosure in the Registration
Statement in response to this comment.

Legato
II’s Directors and Executive Officers Have Financial Interests in the Business Combination, page 14

 2. We
                                         note your response to comment 2. Please revise to include the shares of common stock
                                         and warrants included as part of the private placement units. Further, please revise
                                         to state, if true, that the Legato II Insiders will benefit from the completion of a
                                         business combination and may be incentivized to complete an acquisition of a less favorable
                                         target company or on terms less favorable to shareholders rather than liquidate; and
                                         that the Legato II Insiders can earn a positive rate of return on their investment, even
                                         if other Legato II shareholders experience a negative rate of return in the combined
                                         company following the business combination.

We
have revised the disclosure on page 15 of the Registration Statement as requested.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 3

Unaudited
Pro Forma Condensed Combined Financial Statements, page 60

 3. We
                                         note your response to comment 10. Given that the earnout shares are contingent on the
                                         projected achievement of the 2022 and 2023 Base Target amounts, it does not appear that
                                         such shares should be included in the calculation of Pro Forma EPS given that they are
                                         not shares that are issued or to be issued in order to consummate the transaction. Please
                                         remove the contingent shares from your calculations. Refer to Article 11-02(a)(9)(ii)
                                         of Regulation S-X.

We
have revised the disclosure on page 56 of the Registration Statement as requested.

 4. Notwithstanding
                                         our comment above, please expand your disclosures related to the Earnout Shares to describe
                                         the arrangement(s), the basis for determining the amount of payment(s) or receipt(s),
                                         and an estimate of the range of outcomes (undiscounted) or, if a range cannot be estimated,
                                         that fact and the reasons why. See Rule 11-02(a)(11)(ii)(A) of Regulation S-X. Furthermore,
                                         please explain your proposed accounting for such shares. In providing your response,
                                         please tell us how you considered the guidance in ASC 718 or ASC 815-40 in arriving at
                                         your accounting determination.

We
have revised the disclosure on page 56 of the Registration Statement as requested.

We
have been advised that the parties plan to account for the Earnout Consideration Shares under ASC 718 with a credit to Par Value
and debit to Additional Paid-in Capital at the time that the shares are earned. As no part of the earnout shares are contingent
on the stock price of New Southland or other provisions, the Company and Southland do not believe that accounting for the Earnout
Consideration Shares under ASC 815-40 would be appropriate.

 5. We
                                         note your response to comment 11. Given that the merger will be accounted for as a reverse
                                         recapitalization with Southland as the accounting acquirer, it appears to us that the
                                         estimated $0.4 million advisory expenses to be incurred by Legato are transaction costs
                                         related to the merger that should be expensed as incurred and recorded in the pro forma
                                         statement of operations as a non-recurring item. Such costs should also be reflected
                                         as a reduction to retained earnings on your pro forma condensed combined balance sheet.
                                         See Rule 11-02(a)(6)(i)(B) of Regulation S-X. Please revise your pro forma disclosures
                                         accordingly.

We
have revised the disclosure on pages 55 through 57 and 59 of the Registration Statement as requested.

Background
of the Business Combination, page 77

 6. We
                                         note your response to comment 13. Please further expand your background discussion to
                                         provide more detailed disclosure regarding the following:

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 4

 ● Please
                                         describe how the parties arrived at $50 million in cash as a component of the merger
                                         consideration. In this regard, we note that while your disclosure on page 79 suggests
                                         that Southland expressed a preference for a cash component in response to the original
                                         offer made by Legato II, no cash component was added until the third iteration of the
                                         offer.

 ● Please
                                         explain how and why any material terms of the merger agreement were revised over time.
                                         In this regard, we note references to several drafts of the proposed merger agreement
                                         and revisions to the definition of adjusted EBITDA and the minimum cash closing condition.
                                         However, you do not detail or explain the importance of the merger agreement negotiations.
                                         We further note that adjusted EBITDA is the basis for the merger earnout consideration.

 ● Please
                                         explain whether or how the claims report impacted the negotiations. In this regard, we
                                         note your disclosure on page 80 that Messrs. Monahan, Rosenfeld and Pratt considered
                                         a review of Southland’s existing claims, work-in-progress, backlog and receivables
                                         “to be critical in understanding the business and potential assets and liabilities
                                         associated with these areas.”

We
have revised the disclosure on pages 79 through 82 of the Registration Statement as requested.

Discounted
Cash Flow Analysis, page 90

 7. We
                                         note your response to comment 16. Please revise to disclose the basis for the assumption
                                         of net debt of $2 million. In this regard, we note that it is unclear how this amount
                                         was derived.

We
have revised the disclosure on page 90 of the Registration Statement as requested.

Interests
of Certain Persons in the Proposed Transaction, page 98

 8. We
                                         note your response to comment 22. Please revise to include the shares of common stock
                                         and warrants included as part of the private placement units. Further, please revise
                                         to state, if true, that the Legato II Insiders will benefit from the completion of a
                                         business combination and may be incentivized to complete an acquisition of a less favorable
                                         target company or on terms less favorable to shareholders rather than liquidate; and
                                         that the Legato II Insiders can earn a positive rate of return on their investment, even
                                         if other Legato II shareholders experience a negative rate of return in the combined
                                         company following the business combination.

We
have revised the disclosure on page 100 of the Registration Statement as requested.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 5

Sources
and Uses, page 99

 9. We
                                         note your response to comment 24. However, in the assuming maximum redemptions scenario,
                                         the “Uses” table suggests that transaction expenses would be zero. Please
                                         revise to clarify, as it appears that transaction expenses would be the same regardless
                                         of the amount of redemptions.

We
have revised the disclosure on page 102 of the Registration Statement as requested.

Contractual
Obligations, page 157

 10. We
                                         note your response to comment 39. Please further revise to include tabular disclosure
                                         of your debt obligations as of June 30, 2022, including interest on long-term debt and
                                         long-term debt.

We
have revised the disclosure on page 160 of the Registration Statement as requested, as of September 30, 2022.

3.
Business Combinations, page F-52

 11. We
                                         note your response to comment 43. Please further clarify the following:

 ● How
                                         much was the original claim amount that was recognized as of September 30, 2020 that
                                         was included in the $95 million investment line item; and

 ● Please
                                         further describe the subsequent accounting under ASC 606-10-31-14 and how such subsequent
                                         accounting for the claim resulted in your Investments line item related to the TZC venture
                                         increasing to $105.1 million and $106.4 million as of December 31, 2021 and June 30,
                                         2022 respectively. Based on your response it appears that the project was completed in
                                         2020. Furthermore, we note that for your equity method investments including TZC, you
                                         are employing the equity method for balance sheets reporting and the proportional consolidation
                                         method for statements of operations

United States securities and exchange commission logo
November 23, 2022
Gregory Monahan
Chief Executive Officer
LEGATO MERGER CORP. II
777 Third Avenue, 37th Floor
New York, New York 10017
Re:LEGATO MERGER CORP. II
Amendment No. 1 to Registration Statement on Form S-4/A
Filed October 27, 2022
File No. 333-267393
Dear Gregory Monahan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 11, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4/A filed October 27, 2022
General
1.With a view toward disclosure, please tell us whether anyone or any entity associated with
or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a
non-U.S. person.  If so, also include risk factor disclosure that addresses how this fact
could impact your ability to complete your initial business combination.  For instance,
discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review by a
U.S. government entity, such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited.  Further, disclose that the time necessary for
government review of the transaction or a decision to prohibit the transaction could

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 November 23, 2022 Page 2
 FirstName LastNameGregory Monahan
LEGATO MERGER CORP. II
November 23, 2022
Page 2
prevent you from completing an initial business combination and require you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
Legato II's Directors and Executive Officers Have Financial Interests in the Business
Combination, page 14
2.We note your response to comment 2.  Please revise to include the shares of common
stock and warrants included as part of the private placement units.  Further, please revise
to state, if true, that the Legato II Insiders will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate; and that the
Legato II Insiders can earn a positive rate of return on their investment, even if other
Legato II shareholders experience a negative rate of return in the combined company
following the business combination.
Unaudited Pro Forma Condensed Combined Financial Statements, page 60
3.We note your response to comment 10.  Given that the earnout shares are contingent on
the projected achievement of the 2022 and 2023 Base Target amounts, it does not appear
that such shares should be included in the calculation of Pro Forma EPS given that they
are not shares that are issued or to be issued in order to consummate the transaction.
Please remove the contingent shares from your calculations.  Refer to Article 11-
02(a)(9)(ii) of Regulation S-X.
4.Notwithstanding our comment above, please expand your disclosures related to the
Earnout Shares to describe the arrangement(s), the basis for determining the amount of
payment(s) or receipt(s), and an estimate of the range of outcomes (undiscounted) or, if a
range cannot be estimated, that fact and the reasons why.  See Rule 11-02(a)(11)(ii)(A) of
Regulation S-X.  Furthermore, please explain your proposed accounting for such shares.
In providing your response, please tell us how you considered the guidance in ASC 718 or
ASC 815-40 in arriving at your accounting determination.
5.We note your response to comment 11.  Given that the merger will be accounted for as a
reverse recapitalization with Southland as the accounting acquirer, it appears to us that the
estimated $0.4 million advisory expenses to be incurred by Legato are transaction costs
related to the merger that should be expensed as incurred and recorded in the pro forma
statement of operations as a non-recurring item.  Such costs should also be reflected as a
reduction to retained earnings on your pro forma condensed combined balance sheet.  See
Rule 11-02(a)(6)(i)(B) of Regulation S-X.  Please revise your pro forma disclosures
accordingly.
Background of the Business Combination, page 77
6.We note your response to comment 13.  Please further expand your background

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 November 23, 2022 Page 3
 FirstName LastNameGregory Monahan
LEGATO MERGER CORP. II
November 23, 2022
Page 3
discussion to provide more detailed disclosure regarding the following:

•Please describe how the parties arrived at $50 million in cash as a component of the
merger consideration.  In this regard, we note that while your disclosure on page 79
suggests that Southland expressed a preference for a cash component in response to
the original offer made by Legato II, no cash component was added until the third
iteration of the offer.
•Please explain how and why any material terms of the merger agreement were
revised over time.  In this regard, we note references to several drafts of the proposed
merger agreement and revisions to the definition of adjusted EBITDA and the
minimum cash closing condition.  However, you do not detail or explain the
importance of the merger agreement negotiations.  We further note that adjusted
EBITDA is the basis for the merger earnout consideration.
•Please explain whether or how the claims report impacted the negotiations.  In this
regard, we note your disclosure on page 80 that Messrs. Monahan, Rosenfeld and
Pratt considered a review of Southland's existing claims, work-in-progress, backlog
and receivables "to be critical in understanding the buiness and potential assets and
liabilities associated with these areas."
Discounted Cash Flow Analysis, page 90
7.We note your response to comment 16.  Please revise to disclose the basis for the
assumption of net debt of $2 million.  In this regard, we note that it is unclear how this
amount was derived.
Interests of Certain Persons in the Proposed Transaction, page 98
8.We note your response to comment 22.  Please revise to include the shares of common
stock and warrants included as part of the private placement units.  Further, please revise
to state, if true, that the Legato II Insiders will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate; and that the
Legato II Insiders can earn a positive rate of return on their investment, even if other
Legato II shareholders experience a negative rate of return in the combined company
following the business combination.
Sources and Uses, page 99
9.We note your response to comment 24.  However, in the assuming maximum redemptions
scenario, the "Uses" table suggests that transaction expenses would be zero.  Please revise
to clarify, as it appears that transaction expenses would be the same regardless of the
amount of redemptions.
Contractual Obligations, page 157
10.We note your response to comment 39.  Please further revise to include tabular disclosure

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 November 23, 2022 Page 4
 FirstName LastNameGregory Monahan
LEGATO MERGER CORP. II
November 23, 2022
Page 4
of your debt obligations as of June 30, 2022, including interest on long-term debt and
long-term debt.
3. Business Combinations, page F-52
11.We note your response to comment 43.  Please further clarify the following:

•How much was the original claim amount that was recognized as of September 30,
2020 that was included in the $95 million investment line item; and
•Please further describe the subsequent accounting under ASC 606-10-31-14 and how
such subsequent accounting for the claim resulted in your Investments line item
related to the TZC venture increasing to $105.1 million and $106.4 million as of
December 31, 2021 and June 30, 2022 respectively.  Based on your response it
appears that the project was completed in 2020.  Furthermore, we note that for your
equity method investments including TZC, you are employing the equity method for
balance sheets reporting and the proportional consolidation method for statements of
operations reporting.  Given that it appears that American Bridge recognized losses of
$16K and $13K for the years ended December 31, 2020 and December 31, 2021
respectively it is not clear how the overall claim amount changed on your
Investments line item.  To the extent there exists a significant underlying basis
difference related to the claim amount that is impacting the amounts between the
periods please clarify.
7. Remaining Unsatisfied Performance, page F-88
12.We note your response to comment 46.  Please also expand your disclosures to provide
similar information for the interim period ended June 30, 2022.  See ASC 270-10-50-1A.
8. Cost of Estimated Earnings on Uncompleted Contracts, page F-88
13.We note your response to comment 44.  Please also expand your disclosures to provide
similar information for the interim period ended June 30, 2022.  See ASC 270-10-50-1A.
Exhibits
14.We note your response to comment 47 and your revisions to pages 80 and 81.  Please
further revise pages 80 and 81 to identify Hill International as the claims consultant.  We
believe the identity of Hill International is material to stockholders' assessment of the
recommendation of Legato II's board of directors that stockholders vote in favor of the
business combination proposal.  We specifically note that Messrs. Sgro, Martin, and
Rosenfeld, all of whom were directors or executive officers of Legato II at the time its
board approved the business combination, serve or have served as members of Hill
International's board of directors.  Finally, we note that your description of the analysis
has changed from the prior description as "in-depth claims assessment" and "an updated
final version of the claims report was provided to Legato II's management...."

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 November 23, 2022 Page 5
 FirstName LastName
Gregory Monahan
LEGATO MERGER CORP. II
November 23, 2022
Page 5
            You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant

CORRESP
1
filename1.htm

    Graubard
                                            Miller

    The
Chrysler Building

    405
Lexington Avenue

    New
York, N.Y. 10174-1101

    (212)
818-8800

    facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

October 26, 2022

FOIA
CONFIDENTIAL TREATMENT REQUEST

Confidential
Treatment Requested by

Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, New York 10017

CERTAIN
PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED
VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED AND HIGHLIGHTED IN THE UNREDACTED
SUBMISSION FOR EASE OF IDENTIFICATION.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Legato Merger Corp. II

    Registration Statement on Form S-4

    Filed September 13, 2022

    File No. 333-267393

Ladies
and Gentlemen:

On
behalf of Legato Merger Corp. II (the “Company”), we respond as follows to the Staff’s comment letter, dated October
11, 2022, relating to the above-captioned Registration Statement on Form S-4 (“Registration Statement”). Captions and page
references herein correspond to those set forth in Amendment No. 1 to the Registration Statement, a copy of which has been marked with
the changes from the initial filing of the Registration Statement. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response
to each comment immediately thereafter.

    Confidential Treatment Requested by Legato Merger Corp. II

    Securities and Exchange Commission

October 26, 2022

Page 2

Registration
Statement on Form S-4 filed September 13, 2022

Questions
and Answers About the Business Combination and Annual Meeting

Do
Any of Legato II’s Directors or Officers Have Interest in the Business Combination ..., page 5

 1. Please
                                            revise to indicate the amount of common stock and private placement units held by the executive
                                            officers, directors and their affiliates.

We
have revised the disclosure on page 5 of the Registration Statement as requested.

Legato
II’s Directors and Executive Officers Have Financial Interests in the Business Combination, page 14

 2. Please
                                            quantify the aggregate dollar amount and describe the nature of what Legato II’s sponsor
                                            and its affiliates have at risk that depends on the completion of a business combination.
                                            Include the current value of securities held, loans extended, fees due, and out-of-pocket
                                            expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar
                                            disclosure for Legato II’s officers and directors.

We
initially wish to advise the Staff that the Company does not have any “sponsor” associated with it and we have revised the
disclosure in the Registration Statement to remove any reference to a “sponsor.” We have revised the disclosure on page 15
of the Registration Statement to provide the nature of all material interests that the Company’s officers, directors and their
affiliates have in the transaction as requested. However, we have not set forth an aggregate dollar amount for all interests since certain
of the interests cannot be quantified (such as the right to indemnification).

Redemption
Rights, page 14

 3. Please
                                            indicate the number of warrants that remain outstanding. Also quantify the value of warrants,
                                            based on recent trading prices, that may be retained by redeeming stockholders assuming maximum
                                            redemptions.

We
have revised the disclosure on page 14 of the Registration Statement as requested.

Underwriting
Fees as a Percentage of IPO Proceeds Net of Redemptions, page 15

 4. Please
                                            revise your tabular disclosures on pages 15 and 16 to include an interim redemption level.

We
have revised the tabular and narrative disclosures throughout the Registration Statement to include a 50% redemption scenario as requested.

    Confidential Treatment Requested by Legato Merger Corp. II

    Securities and Exchange Commission

October 26, 2022

Page 3

Sensitivity
Analysis, page 16

 5. Please
                                            revise to disclose all possible sources and extent of dilution that shareholders who elect
                                            not to redeem their shares may experience in connection with the business combination. Provide
                                            disclosure of the impact of each significant source of dilution, including the amount of
                                            equity held by founders, convertible securities, including warrants retained by redeeming
                                            shareholders, at each of the redemption levels detailed in your sensitivity analysis, including
                                            any needed assumptions. In addition, please revise to include an interim redemption level.

We
have revised the disclosure on page 17 of the Registration Statement as requested.

Summary
Unaudited Pro Forma Condensed Combined Financial Information, page 22

 6. It
                                            appears that your Net Income (loss) attributable to common unit holders or shareholders on
                                            a Pro Forma Combined basis for both the No Redemption and Maximum Redemption scenarios of
                                            $5,119 do not agree with the $4,991 of Net Income disclosed in your Unaudited Pro Forma Condensed
                                            Combined Statement of Operations for the Six Months Ended June 30, 2022 disclosed on page
                                            56. Please revise or advise.

We
have revised the disclosure on page 24 of the Registration Statement as requested.

 7. It
                                            appears that your disclosures on page 23 related to Total Current Assets, Total Assets and
                                            Total Shareholder’s Equity for both the No Redemption Scenarios do not agree with the
                                            amounts reflected in your Unaudited Pro Forma Condensed Combined Financial Statements as
                                            of June 30, 2022 disclosed on page 55. In addition it does not appear that your Total Liabilities
                                            amount in the Maximum Scenario as of June 30, 2022 is the same as what is disclosed in such
                                            statements on page 55. Please revise or advise.

We
have revised the disclosure on page 24 of the Registration Statement as requested.

 8. We
                                            note your disclosure that Total Unaudited Pro Forma Shareholder’s Equity and Book Value
                                            Per Share of Legato II as if the Merger were consummated on June 30, 2022 were $566,017 and
                                            $8.12 per share in the No Redemption Scenario and $285,559 and $6.78 per share in the Maximum
                                            Redemption Scenario. Based on your disclosures in your Unaudited Pro Forma Condensed Combined
                                            Financial Statements on page 55, your total pro forma combined stockholder’s equity
                                            is $506,357 and $225,899 in the No Redemption and Maximum Redemption Scenarios respectively.
                                            As a result, it would appear that your Book Value per Share amounts should be revised accordingly.
                                            Please revise or advise. Please also ensure such amounts are updated in the rest of the filing
                                            accordingly. For example, it would appear such amounts should also be revised in your earlier
                                            table on page 23 and on page 15 of your filing.

    Confidential Treatment Requested by Legato Merger Corp. II

    Securities and Exchange Commission

October 26, 2022

Page 4

We
have revised the disclosure on page 24 of the Registration Statement as requested.

Unaudited
Pro Forma Condensed Combined Financial Statements, page 51

 9. We
                                            note that you present a pro forma condensed balance sheet as of December 31, 2021. You should
                                            only present a pro forma balance sheet as of the end of the most recent period for which
                                            a consolidated balance sheet of the registrant is required, which in this case is June 30,
                                            2022. Please revise to remove your pro forma balance sheet as of December 31, 2021.

We
have revised the disclosure in the Registration Statement to remove the pro forma balance sheet as requested.

 10. Please
                                            tell us and expand your disclosure to describe how the 76,604 and 49,004 diluted pro forma
                                            weighted average shares outstanding in the No Redemption and Maximum Redemption Scenarios
                                            respectively were calculated.

We
have revised the disclosure on pages 58 and 59 of the Registration Statement as requested. The diluted amounts take into account Earnout
Consideration Shares based on projected achievement of the 2022 Base Target and 2023 Base Target amounts.

 11. We
                                            note your disclosure on page 60 that adjustment 1(a) reflects the $9.6 million in transactions
                                            costs in consummating the Business Combination and that included within are legal, financial
                                            advisory and other professional fees related to the Business Combination and such amounts
                                            are excluded in the pro forma combined statement of operations as they will be settled as
                                            part of the transaction. Please clarify whether such adjustment relates to the deferred underwriting
                                            fees as noted on the pro forma condensed combined balance sheet or whether such adjustment
                                            also includes additional transaction costs in the form of legal financial advisory and other
                                            professional fees. Furthermore, we note your disclosure on page 101 in your disclosure regarding
                                            the estimated sources and use of cash from the transaction that you are estimating approximately
                                            $10 million in transaction costs and financial advisory fees and expenses to be incurred
                                            by Legato and Southland as part of the Business Combination. Please clarify how much of the
                                            $10 million of estimated transaction costs will be incurred by each of Legato and Southland.
                                            We remind you that transaction costs incurred by Southland as the accounting acquirer, may
                                            be offset in equity; however, transaction costs incurred by Legato are considered costs of
                                            the merger and should be accounted for in retained earnings in your pro forma condensed combine
                                            balance sheet and classified as expenses in your pro forma statement of operations. See Rule
                                            11-02(a)(6)(i)(B) of Regulation S-X and address the need to revise your adjustments accordingly.

    Confidential Treatment Requested by Legato Merger Corp. II

    Securities and Exchange Commission

October 26, 2022

Page 5

With
respect to the first part of the Staff’s comment, we have revised the disclosure on page 61 of the Registration Statement as
requested to include that the Company has incurred $9.6 million in transaction costs to date, and it is estimated that
the Company will incur $0.4 million additional expenses prior to the closing of the transaction.

With
respect to the second part of the Staff’s comment, we have revised the disclosure on pages 101 and 102 of the Registration Statement
as requested. The Company respectfully advises the Staff that it believes the costs have been accounted for properly. The costs have
been incurred by the Company and will be accounted for within retained earnings for New Southland following the consummation of the Merger.

Proposal
No. 1 - The Business Combination Proposal

The
Merger Agreement, page 70

 12. We
                                            note that the representations and warranties are qualified by disclosure schedules. Please
                                            provide us supplementally with a list that briefly identifies the contents of the disclosure
                                            schedules. In addition, please file an agreement to furnish the staff with a copy of any
                                            omitted schedule upon request. The agreement to furnish the staff with copies of omitted
                                            schedules may be included in the exhibit index to the registration statement.

With
respect to the first part of the Staff’s comment, we supplementally advise the Staff that the schedules in the Merger Agreement
generally included:

 ● a
                                            list of jurisdictions in which each of Southland and the Company is qualified or licensed
                                            to do business in;

 ● a
                                            list of subsidiaries of each of Southland and the Company;

 ● a
                                            list of consents, approvals, authorizations, permits, filings or notifications required to
                                            be made or obtained by each of Southland and the Company in connection with the proposed
                                            transaction;

 ● capitalization
                                            of each of Southland and the Company;

 ● indebtedness
                                            of Southland;

 ● absence
                                            of certain developments of each of Southland and the Company;

 ● real
                                            property of Southland;

 ● intellectual
                                            property of Southland;

 ● material
                                            permits of Southland to engage in its business;

 ● tax
                                            matters of Southland;

 ● employee
                                            benefits of Southland;

 ● labor

United States securities and exchange commission logo
October 11, 2022
Gregory Monahan
Chief Executive Officer
LEGATO MERGER CORP. II
777 Third Avenue, 37th Floor
New York, New York 10017
Re:LEGATO MERGER CORP. II
Registration Statement on Form S-4
Filed September 13, 2022
File No. 333-267393
Dear Gregory Monahan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed September 13, 2022
Questions and Answers About the Business Combination and Annual Meeting
Do Any of Legato II's Directors or Officers Have Interest in the Business Combination ..., page 5
1.Please revise to indicate the amount of common stock and private placement units held by
the executive officers, directors and their affiliates.
Legato II's Directors and Executive Officers Have Financial Interests in the Business
Combination, page 14
2.Please quantify the aggregate dollar amount and describe the nature of what Legato II's
sponsor and its affiliates have at risk that depends on the completion of a business
combination.  Include the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting

 FirstName LastNameGregory Monahan
 Comapany NameLEGATO MERGER CORP. II
 October 11, 2022 Page 2
 FirstName LastNameGregory Monahan
LEGATO MERGER CORP. II
October 11, 2022
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reimbursement.  Provide similar disclosure for Legato II's officers and directors.
Redemption Rights, page 14
3.Please indicate the number of warrants that remain outstanding.   Also quantify the value
of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions.
Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions, page 15
4.Please revise your tabular disclosures on pages 15 and 16 to include an interim
redemption level.
Sensitivity Analysis, page 16
5.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by founders, convertible securities, including
warrants retained by redeeming shareholders, at each of the redemption levels detailed in
your sensitivity analysis, including any needed assumptions.  In addition, please revise to
include an interim redemption level.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 22
6.It appears that your Net Income (loss) attributable to common unit holders or shareholders
on a Pro Forma Combined basis for both the No Redemption and Maximum Redemption
scenarios of $5,119 do not agree with the $4,991 of Net Income disclosed in
your Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Mo
nths Ended June 30, 2022 disclosed on page 56. Please revise or advise.
7.It appears that your disclosures on page 23 related to Total Current Assets, Total Assets
and Total Shareholder's Equity for both the No Redemption Scenarios do not agree with
the amounts reflected in your Unaudited Pro Forma Condensed Combined Financial
Statements as of June 30, 2022 disclosed on page 55. In addition it does not appear that
your Total Liabilities amount in the Maximum Scenario as of June 30, 2022 is the same as
what is disclosed in such statements on page 55. Please revise or advise.
8.We note your disclosure that Total Unaudited Pro Forma Shareholder's Equity and Book
Value Per Share of Legato II as if the Merger were consummated on June 30, 2022 were
$566,017 and $8.12 per share in the No Redemption Scenario and $285,559 and $6.78 per
share in the Maximum Redemption Scenario. Based on your disclosures in
your Unaudited Pro Forma Condensed Combined Financial Statements on page 55, your
total pro forma combined stockholder's equity is $506,357 and $225,899 in the No
Redemption and Maximum Redemption Scenarios respectively. As a result, it would
appear that your Book Value per Share amounts should be revised accordingly. Please

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 Comapany NameLEGATO MERGER CORP. II
 October 11, 2022 Page 3
 FirstName LastNameGregory Monahan
LEGATO MERGER CORP. II
October 11, 2022
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revise or advise.  Please also ensure such amounts are updated in the rest of the filing
accordingly. For example it would appear such amounts should also be revised in your
earlier table on page 23 and on page 15 of your filing.

Unaudited Pro Forma Condensed Combined Financial Statements , page 51
9.We note that you present a pro forma condensed balance sheet as of December 31, 2021.
You should only present a pro forma balance sheet as of the end of the most recent period
for which a consolidated balance sheet of the registrant is required, which in this case is
June 30, 2022. Please revise to remove your pro forma balance sheet as of December 31,
2021.

10.Please tell us and expand your disclosure to describe how the 76,604 and 49,004 diluted
pro forma weighted average shares outstanding in the No Redemption and Maximum
Redemption Scenarios respectively were calculated.
11.We note  your disclosure on page 60 that adjustment 1(a) reflects the $9.6 million in
transactions costs in consummating the Business Combination and that included within
are legal, financial advisory and other professional fees related to the Business
Combination and such amounts are excluded in the pro forma combined statement of
operations as they will be settled as part of the transaction. Please clarify whether such
adjustment relates to the deferred underwriting fees as noted on the pro forma condensed
combined balance sheet or whether such adjustment also includes additional transaction
costs in the form of legal financial advisory and other professional fees. Furthermore, we
note your disclosure on page 101 in your disclosure regarding the estimated sources and
use of cash from the transaction that you are estimating approximately $10 million in
transaction costs and financial advisory fees and expenses to be incurred by Legato and
Southland as part of the Business Combination. Please clarify how much of the
$10 million of estimated transaction costs will be incurred by each of Legato and
Southland. We remind you that transaction costs incurred by Southland as the accounting
acquirer, may be offset in equity; however, transaction costs incurred by Legato are
considered costs of the merger and should be accounted for in retained earnings in your
pro forma condensed combine balance sheet and classified as expenses in your pro forma
statement of operations. See Rule 11-02(a)(6)(i)(B) of Regulation S-X and address the
need to revise your adjustments accordingly.
Proposal No. 1 - The Business Combination Proposal
The Merger Agreement, page 70
12.We note that the representations and warranties are qualified by disclosure schedules.
Please provide us supplementally with a list that briefly identifies the contents of the
disclosure schedules.  In addition, please file an agreement to furnish the staff with a copy
of any omitted schedule upon request.  The agreement to furnish the staff with copies of

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 Comapany NameLEGATO MERGER CORP. II
 October 11, 2022 Page 4
 FirstName LastNameGregory Monahan
LEGATO MERGER CORP. II
October 11, 2022
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omitted schedules may be included in the exhibit index to the registration statement.
Background of the Business Combination, page 79
13.Please expand your background discussion to provide more detailed disclosure
regarding key negotiation considerations and how they changed over time.  Currently the
background disclosure references changing terms and negotiation topics without
providing details or explaining their significance or how they may have changed before
being reflected in the proposed initial business combination.  As non-exclusive examples
only, we note the following:
•You reference Legato II's February 15, 2022 initial offer to acquire Southland but do
not specify the terms of the offer or whether/how the terms changed as the parties
worked through the valuation model;
•You reference "various options and alternatives" discussed on March 1, 2022 but do
not identify the options and alternatives;
•You reference several drafts of the proposed merger agreement, including revisions
to the definition of adjusted EBITDA and the minimum cash closing condition, but
you do not detail or explain the importance of the merger agreement negotiations;
•You reference the hiring of a third-party claims consultant to audit and review
Southland's claims, WIP, backlog and receivables but do not provide an explanation
as to why the claims report was sought by Legato II or whether/how the claims report
impacted the negotiations.
Please clarify the discussion points, including these examples; identify the original terms;
and explain how and why any terms were revised over time.
Free Cash Flow Potential, page 88
14.We note your disclosure that Southland’s adjusted cash flow from operations would have
been approximately $174.8 million for the year ended 2020 had purchase accounting
guidance not been applied. We further note your disclosure that Southland’s 2021 cash
flow from operations reflects a reduction of approximately $141 million in cash flows
from the change in contract liabilities related to the surety fund cash received as part of
the acquisition and that these adjustments result in positive adjusted cash flows from
operations, for the two years ended December 31, 2021, of approximately $83.4 million. It
appears that your disclosure regarding adjusted cash flow from operations meets the
definition of a Non GAAP measure and should be reconciled to its nearest GAAP measure
in accordance with Item 100(a)(2) of Regulation G and Item 10(e) of Regulation S-K.
Please provide such reconciliation in your next amendment or tell us why you do not
believe such reconciliation is needed. Furthermore, based on the nature of the adjustments,
please tell us how you considered whether the adjustments result in the presentation of a
non-GAAP measure that substitutes individually tailored recognition and measurement
methods for those of GAAP. Refer to Question 100.04 of the Non-GAAP C&DIs.

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LEGATO MERGER CORP. II
October 11, 2022
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Comparable Company Analysis, page 90
15.Please provide more detail about how Legato II selected the companies used in its
comparable company analysis.  Also, disclose whether any companies meeting the
criterion of publicly traded engineering and construction firm were excluded from the
analysis.
Discounted Cash Flow Analysis, page 91
16.Please disclose the basis for the following assumptions:
•EBITDA margins of 8.7%;
•Weighted average cost of capital of 10.9%; and
•Net debt of $2 million.
Please also clarify if the sample of comparable publicly traded companies was the same as
that used in the comparable company analysis.
Certain Forecasted Financial Information, page 92
17.We note your disclosure on page 92 that the table summarizes the key elements of
Southland's financial projections.  We also note your disclosure on page 95 that in arriving
at its fairness and valuation opinion, your financial advisor reviewed, among other
information, projections with respect to the future financial performance of Southland
prepared by management of Southland.  Please disclose in the prospectus the financial
projections relied upon by your financial advisor in arriving at its opinion and include
complete descriptions of the underlying assumptions.
Reasonable Basis Review of Southland's Financial Projections and Underlying Assumptions,
page 93
18.Please tell us, with a view toward revised disclosure, whether EarlyBird or Legato have
requested or considered requesting an updated certification. We note in this respect the
passage of three months since June 30, 2022 and the significant events in both the public
stock markets and economy at large since then.
19.We note your disclosure that the Zukin report includes a “partial list” of documents Zukin
received and reviewed, including documents obtained from Southland. With a view
toward revised disclosure, please tell us what documents received from Southland are not
included in the partial list.
Opinion of Legato II's Financial Advisors, page 94
20.Please revise to provide a clear explanation as to why the fairness opinion was obtained by
the board.
21.We note that Cassel Salpeter's opinion is dated May 24, 2022 and that you are working to
complete the merger by the end of the first quarter of 2023.  Please disclose whether any
material changes in Southland's operations, performance or in any of the projections

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 Comapany NameLEGATO MERGER CORP. II
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October 11, 2022
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or assumptions upon which Cassel Salpeter based its opinion have occurred since the
delivery of the opinion or are anticipated to occur before the shareholder meeting.  Please
also disclose how you will address material changes in your assumptions or projections
that take place after the proxy statement is mailed to shareholders.
Interests of Certain Persons in the Proposed Transaction, page 99
22.Please expand your disclosure to highlight all material interests in the transaction held
by the sponsor and Legato II's officers and directors.  This could include fiduciary or
contractual obligations to other entities as well as any interest in, or affiliation with,
Southland.  In addition, please clarify how the Legato II board considered these
conflicts in negotiating and recommending the business combination.
23.We note that part of the IPO underwriting fee was deferred and conditioned on completion
of a business combination.  Please quantify the aggregate fees payable to EarlyBirdCapital
that are contingent on completion of the business combination.
Sources and Uses, page 100
24.We note that the sources and uses in the slide deck filed by Legato II under Form 8-K on
September 19, 2022 differ from disclosures in the Form S-4.  Please revise to reconcile.
Recommendation of the Legato II Board of Directors, page 103
25.Please disclose how, if at all, the Legato II board of directors considered the Zukin report.
26.Please revise to address how, if at all, the board took into account the consideration to be
paid for Southland in recommending the transaction to Legato II shareholders for their
approval.
27.Please disclose how, if at all, the Legato II board of directors considered the Cassel
Salpeter report/opinion.
U.S. Federal Income Tax Considerations, page 115
28.Please remove language in the first paragraph on page 115 that the "discussion is included
for general informational purposes only...."  Investors are entitled to rely on your
disclosure.
Information About Legato II
Voting Restrictions in Connection with Stockholder Meeting, page 123
29.We note your disclosure regarding potential purchases of public shares by Legato II
insiders or their affiliates for the purpose of influencing the stockholder vote to approve
the business combination proposal at the annual meeting.  Please explain